SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MFP PARTNERS LP

(Last)

(First)

(Middle)

C/O MFP INVESTORS LLC

909 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
S&W Seed Co [ SANW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See remarks below

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Redeemable Convertible Non-Voting Preferred Stock	$2.95	02/18/2022		A		1,695		02/18/2022	⁽¹⁾	Common Stock	1,695,000⁽²⁾	$2,950⁽¹⁾⁽²⁾	1,695	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock Purchase Warrant	$5	02/18/2022		A		559,350		08/18/2022	08/18/2027	Common Stock	559,350⁽²⁾	$2,950⁽¹⁾⁽²⁾	559,350	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

MFP PARTNERS LP

(Last)

(First)

(Middle)

C/O MFP INVESTORS LLC

909 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MFP INVESTORS LLC

(Last)

(First)

(Middle)

909 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PRICE MICHAEL F

(Last)

(First)

(Middle)

C/O MFP INVESTORS LLC

909 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. The Preferred Stock has a stated value of $2,950 (the "Stated Value") and is initially convertible into shares of Common Stock, at any time at the option of the holder, at the rate of 1,000 shares of Common Stock per share of Preferred Stock, subject to obtaining approval of the issuance of such shares of Common Stock by the Issuer's stockholders, to the extent required under the Nasdaq Listing Rules. Pursuant to the terms of the Certificate of Designations with respect to the Preferred Stock, holders of the Preferred Stock are entitled to receive cumulative cash dividends at a rate of 5% per annum on the Stated Value, payable semi-annually in arrears, or in lieu of such cash dividends, the Issuer may elect to pay dividends on the Preferred Stock in shares of Common Stock at a rate of 7% per annum on the Stated Value, subject to obtaining approval thereof by Issuer's stockholders, to the extent required by the Nasdaq Listing Rules. The Preferred Stock has no expiration date.

2. MFP Partners acquired the shares of Series B Redeemable Convertible Non-Voting Preferred Stock of the Company (the "Preferred Stock") and the Common Stock Purchase Warrant reported herein (the "Warrant," and together with the Preferred Stock, the "Securities") directly from the Company, at a combined unit price of $2,950 per share, pursuant to a Securities Purchase Agreement dated February 18, 2022.

3. This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Michael F. Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with S&W Seed Company (the "Company"). MFP Investors is the general partner of MFP Partners. Mr. Price is the managing partner of MFP Partners and the managing member and controlling person of MFP Investors.

4. MFP Partners is the direct beneficial owner of the Securities reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of the Securities reported herein, including the Common Stock issuable upon conversion or exercise of the Securities; however, each such Reporting Person disclaims beneficial ownership of such Securities or any Common Stock issuable upon conversion or exercise of such Securities except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the Securities described herein or any Common Stock issuable upon conversion or exercise of such Securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

Remarks:

Mr. Alexander C. Matina (Vice President, Investments at MFP Investors), serves as a member of the board of directors of the Company as a nominee of MFP. Each of MFP Partners, MFP Investors and Mr. Price may be deemed a director of the Company by deputization on the basis of the relationships among such persons and Mr. Matina.

	MFP PARTNERS, L.P., By: MFP INVESTORS LLC, By: /s/ Michael F. Price, Name: Michael F. Price, Title: Managing Member	02/23/2022
	MFP INVESTORS LLC, By: /s/ Michael F. Price, Name: Michael F. Price, Title: Managing Member	02/23/2022
	/s/ Michael F. Price	02/23/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Mfp Partners Lp